31 January 2024

Pendragon PLC ("Pendragon" or the "Company")

EBT Admission and Total Voting Rights

Further to the announcement on 28 December 2023, the Company today issued 40,979,118 new Ordinary Shares (the "EBT Shares") to Accuro Trustees (Jersey) Ltd, trustee of the Pendragon Employee Benefit Trust (the "EBT"), which shall be used to satisfy awards and options granted under certain of the Company's employee share incentive arrangements. Admission of the EBT Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Main Market") ("EBT Admission") occurred at 8.00 a.m. today.

The EBT Shares have been issued fully paid and rank pari passu in all respects with the existing Ordinary Shares.

Following EBT Admission, the Company's issued share capital consists of 1,462,923,285 Ordinary Shares, representing a total ordinary share capital of £73,146,176.15. The voting rights attached to the Ordinary Shares are on the basis of one vote per Ordinary Share, representing total voting rights of 1,462,923,285. There are no shares held in treasury.

The above figure (1,462,923,285) may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

​

Enquiries:

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Pendragon.

This announcement contains inside information. The person responsible for arranging this announcement on behalf of Pendragon is Richard Maloney, Group General Counsel and Group Company Secretary.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company, and for no-one else, as financial adviser in connection with Admission and the Transaction (as amended by the Transaction Amendments) and as sponsor in connection with Admission and the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to Admission, the Disposal and the Transaction (as amended by the Transaction Amendments), the content of this announcement or any other matters described in this announcement. To the fullest extent permitted by law, neither Jefferies nor any of its affiliates assumes any responsibility whatsoever for or makes any representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with the Company, the Group, the Disposal Group, the Continuing Group, Admission, the Disposal or the Transaction (as amended by the Transaction Amendments). Jefferies and its affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement has been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.